"Yes, pull them hard, hurt me. I love it. Harder, dammit. Oh, Shit, I'm coming. Fuck me Max, fuck me hard. Pullll, myyy nipppples! Haaarder! Yes. Oh, yes!" She cried as she came. I pulled her nipples, rolled them between my fingers stretching her brown nipple to impossible lengths. I watched Max's cock pumping into her body. I almost came, without touching my pussy. Her subtle perfume enveloped me. I kissed her soft skin. She came over and over. They stayed locked together for a few minutes so Max's cock knot could deflate. Finally she moved forward. It slipped out of her. His juices ran out. I watched as her pussy closed after his cock moved out. Her pussy was red and enflamed from his pounding. She pushed his head away when he tried to lick her spread pussy.

"God, I needed that. Max, you are really a good lover. You fuck me so good. What a good dog!" She said as she pulled his head to her and nuzzled him. When she let him go he moved a little apart and lay down licking his cock.

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"Don't you wish you could lick your pussy like that. Think how it would feel." Karen said as she took a towel and placed it between her thighs, soaking up Max's cum and her juices. .

"Well, my tongue isn't as long, or as rough, but I would love to lick your lovely pussy." I said leaning over and kissing her. My tongue slid into her mouth and she pulled me to her. We kissed for a long while. She is a very good kisser and soon had me hot.

"Let me lick you now. I've been wanting to do this for so long. You have a very lovely pussy. I've wanted to get my tongue inside it for a long, long time. I imagine it's very wet now. Max can take second fiddle to me tonight." Karen said fondling my breasts.

"I thought you'd never ask." I said looking into her large brown eyes. "Oh, you really have a lovely pussy. It's so neat. Slide your thighs open and let me spread your lips apart. Mnnn, lovely." She cooed as she spread my outer lips open. She bent and kissed my wet flesh. I gasped as her tongue slid out and slid into my vaginal opening. It had been so long since a woman's knowing tongue had been there. Her tongue probed and licked. She reached upward and exposed my clit. "There you are you little lovely. I like your pink 'little man in the boat'." Her lips sucked on it, and her tongue flicked the under side. I moaned aloud.

"Yes, like that. I haven't had a woman kiss me like that in too long. Your lips and tongue feel so good. Yes. There!" I moaned. I felt her slip first one finger then two up inside me. Her hand rotated and it felt so wonderful. This lady knew how to make love to another women. I moaned and sobbed as her skillful fingers, tongue and lips brought me higher and higher till I exploded, hips thrusting against her mouth. She licked my pussy softly till I came down. She moved up and kissed me. I tasted my pussy juice on her lips and licked it off. We kissed for a long time.

"I've wanted to do that for so long. I valued you as a friend and was afraid I might drive you off." She said kissing me. "I wish I had known. I've wondered about making love to you. You know, we just might have brought the subject up, to see how the other reacted to the subject of women making it with women." I said kissing her back. We acknowledged that we should have done just that.

"It took Max, the wonder Dog to bring us together." She laughed. "Do you want Max to make love to you now?" "I think I would like that, with you watching. It's really exciting watching. Have you ever watched him in action?" I asked warming to the prospect of Max fucking me.

"Not with any one else. He and I have done it before a mirror, but couldn't get the angle just right. I thought of buying a video camera. Yes, I think I'd love to watch you get fucked royally by Max." She said getting up.

"Max, ready again?" I called to him. He got up and his body wiggled and his tail wagged as he came over. Karen got behind me and as I lay on the rug, I leaned back against her body in the V of her legs. Max came over and lay down between my thighs, and as I spread them he quickly began to lick my pussy. His rough tongue was a contrast to Karen's soft lips and tongue. Karen kissed my neck and ear. Her hands reached under my breasts to fondle and cupp them. I felt her wet pussy against my spine.

I closed my eyes and gave into the sensations that the two gave to me. I had already had one climax by Karen's tongue but was ready for another. Her body was behind me, and her hands fondling my breasts were wonderful, but the rough tongue of Max quickly drove me to two quick shattering climaxes. I pushed him away and after catching my breath, rolled over and got on all fours.

Karen moved to the side and as Max mounted me, guided his thrusting cock home. I cried out as it slipped deep inside me. She moved close and watched as his thrusts drove him deeper into my body.